During the course of this process, the management team of ALCY kept the members of the ALCY Board apprised of the various target businesses, the discussions with such businesses during periods when exclusivity restrictions had lapsed, and the status thereof to discuss material issues as they arose. ALCY had advanced discussions and non-binding letters of intent (“LOI”) with four companies:

Introduced by Morgan Stanley to Steven Wasserman in October 2023. Discussions continued through December 2023. The parties did not reach agreement primarily due to the counterparty’s valuation expectations, which ALCY deemed unacceptable. In addition, the company maintained operations in China, which presented heightened regulatory and geopolitical risk.

Introduced through a personal relationship of Mattia Tomba. The firm primarily trades physical commodities. Discussions occurred from July 2023 through September 2023. The contemplated plan was to take the asset manager public via a de-SPAC transaction and raise capital concurrently to acquire storage, refining, and logistics assets to enhance value-chain control. The plan was discontinued after the firm incurred trading losses; ALCY’s management determined that proceeding with a public transaction during a loss-making year was not appropriate.

Sourced through Mr. Tomba’s network and introduced by a banker at Oppenheimer & Co. Discussions took place from October 2023 through December 2023. While the technology was advanced and the company had notable clients, it remained in an early-stage phase. ALCY’s management elected not to pursue the opportunity.

A personal relationship of Mr. Tomba. Discussions began in late May 2023 and continued into early 2024. Although the company is profitable with a strong track record, its valuation expectations exceeded levels acceptable to ALCY. Accordingly, ALCY did not proceed.

Under the Business Combination Agreement, Pubco has agreed to acquire all of the Company Equity Interests for $540,000,000 (the Equity Value), comprised of the Merger Consideration. Merger Consideration means a number of OpCo Units and shares of Pubco Class B Common Stock, in each case equal to the quotient obtained by dividing (a) the Equity Value by (b) $10.00 multiplied by (i) the number of Company Equity Interests owned by each Seller as of the Closing, divided by (ii) the total number of issued and outstanding Company Equity Interests as of the Closing.

ALCY shall complete the Domestication prior to the Effective Time of the Merger. At the Effective Time, by virtue of the Merger and without any further action on the part of any party to the Business Combination Agreement or otherwise, each Company Equity Interest issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into each Seller’s right to receive their respective Merger Consideration. As of the Effective Time, all Company Equity Interests shall thereafter cease to have any rights with respect thereto, except the right to receive the foregoing consideration. The units of equity interests of Newco that are issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of ALCY, be converted into an aggregate number of OpCo Units equal to the number of shares of Pubco Class A Common Stock and Pubco Class B Common Stock issued and outstanding immediately prior to the Effective Time. Each share of the Pubco Class B Common Stock that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) share of Pubco Class A Common Stock. At the Effective Time, newly issued Pubco Class B Common Stock will be issued to the Cartiga Members as part of the Merger Consideration described above. No certificates or scrip representing fractional ALCY Ordinary Shares will be issued pursuant to the Business Combination.

In determining to approve the Business Combination and to recommend the Business Combination to Cartiga’s equity holders, Cartiga’s Board of Managers weighed the following benefits and detriments to Cartiga and its current equity holders: (i) the benefit of accessing the public equity markets for capital at likely a lower cost than that available to Cartiga in the private markets; (ii) the benefit of obtaining public currency and having more efficient access to additional public currency in the future to be able to capitalize organic and opportunistic inorganic growth opportunities; (iii) the benefit of providing greater liquidity for existing equity holders; (iv) the beneficial timing of the Business Combination relative to market conditions; (v) the dilution to be incurred by Cartiga’s existing equity holders as a result of the transaction; and (vi) the additional costs, resources and diversion of management attention associated with becoming a public company. The benefits described in clauses (ii), (iii) and (iv) above were also heavily considered by Cartiga’s Board of Managers in determining to approve the Business Combination at the time it did as opposed to waiting to evaluate other strategic initiatives that could provide the same benefits. In assessing timing, Cartiga’s Board of Managers considered, among other factors, market receptivity to de-SPAC transactions in Cartiga’s sector and the availability and expected terms of PIPE financing and any other committed capital and concluded that proceeding with the Business Combination at such time would better position Cartiga to access public-market capital with lower execution and market-timing risk than waiting for a traditional IPO window to reopen. In recommending the “Up-C”structure, Cartiga’s Board of Managers considered alternatives (including a single-entity C-corporation structure) and determined that the Up-C’s potential tax basis step-up and associated expected cash tax savings, and the value of Tax Receivable Agreement payments to legacy equity holders, together with governance and flexibility considerations, outweighed the

ongoing administrative costs of the Tax Receivable Agreement. For more information on the Tax Receivable Agreement, please see the section entitled “The Business Combination Proposal — Additional Agreements to be Executed at Closing — Tax Receivable Agreement” of this proxy statement/prospectus.

Cartiga’s Board of Managers also evaluated the alternative of an initial public offering and considered the following factors in determining to approve the Business Combination: (i) the enhanced attractiveness of the Business Combination as compared to an initial public offering, as the Business Combination was viewed as a lower risk path to obtaining a liquid public currency given the reduced execution and market timing risk of the Business Combination relative to those risks in an initial public offering; (ii) the uncertainty of execution in the initial public offering market for companies of Cartiga’s size, particularly at the time discussions with Alchemy regarding the Business Combination began; and (iii) the opportunity to execute the Business Combination with what the Board of Managers viewed as very reasonable dilution in exchange for the benefits and reduced risks of the Business Combination relative to an initial public offering. Cartiga’s Board of Managers also considered the anticipated structure and timing of potential PIPE financing to be arranged in connection with the Business Combination, and determined that its terms and expected availability at closing would support the Company’s capital needs and reduce execution risk relative to pursuing an IPO without comparable committed financing.

ALCY is an exempted company incorporated under the Companies Act. The Companies Act and the Current M&A govern the rights of its shareholders. The Companies Act differs in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the Current M&A will differ in certain material respects from the Proposed Organizational Documents. As a result, when you become a stockholder of Pubco, your rights will differ in some regards as compared to when you were a shareholder of ALCY.

Below is a summary chart outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with each of ALCY, Cartiga and Pubco according to applicable law or the organizational documents of ALCY and Pubco.

This summary is qualified by reference to the complete text of the Current M&A of ALCY, attached to this proxy statement/prospectus as Annex G-1, Annex G-2, Annex G-3 and Annex G-4, the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B-1, and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex B-2. You should review each of the Proposed Organizational Documents, as well as the Delaware corporate law, the LLC Act and corporate laws of the Cayman Islands, including the Companies Act, to understand how these laws apply to Pubco, Cartiga and ALCY, respectively.

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U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of ALCY Securities

If the Domestication Qualifies as a Reorganization

General U.S. Federal Income Tax Consequences

The U.S. federal income tax consequences of the Domestication to U.S. Holders will depend primarily on whether the Domestication qualifies as a reorganization within the meaning of Section 368 of the Code (a “Reorganization”). The Domestication is intended to qualify as a Reorganization. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a reincorporation merger of a corporation holding only investment-type assets such as ALCY, the qualification of the Domestication as a Reorganization is not entirely clear. U.S. Holders should be aware that ALCY has not requested and, following the Domestication, Pubco does not intend to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Domestication. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.

If the Domestication qualifies as a Reorganization and subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Status,” and the discussion below regarding the effect of Section 367 of the Code, a U.S. Holder that exchanges its ALCY Securities pursuant to the Domestication should not recognize gain or loss on the exchange of ALCY Securities for Pubco Securities. The aggregate adjusted tax basis of a U.S. Holder in the Pubco Class A Common Stock received as a result of the Domestication should equal the aggregate adjusted tax basis of the Public Shares surrendered in the exchange, and the aggregate adjusted tax basis in the Pubco Warrants received as a result of such exchange should equal the aggregate adjusted tax basis of the Public Warrants surrendered in the exchange, in each case increased by any amount included in the income of such U.S. Holder under Section 367(b) of the Code (as discussed below). A U.S. Holder’s holding period for the Pubco Securities received in the exchange should include the holding period for the ALCY Securities surrendered in the exchange.

Because the Domestication will occur immediately prior to the Redemption of U.S. Holders that exercise Redemption Rights with respect to ALCY Securities, U.S. Holders exercising such Redemption Rights will be subject to the potential tax consequences of the Domestication. All holders considering exercising Redemption Rights with respect to their public shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of Redemption Rights.

Effect of Section 367 of the Code to U.S. Holders of Public Shares

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as a Reorganization. When it applies, Section 367 imposes U.S. federal income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) generally will apply to U.S. Holders that exchange Public Shares (but not the Public Warrants) for Pubco Class A Common Stock as part of the Domestication. Because the Domestication will occur immediately prior to the redemption of holders that exercise redemption rights with respect to Public Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the Domestication.

A U.S. Holder that on the day of the Domestication beneficially owns (directly, indirectly or constructively) (i) ten percent (10%) or more of the total combined voting power of all classes of ALCY stock entitled to vote or (ii) ten percent (10%) or more of the total value of shares of all classes of ALCY stock (a “U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to the Public Shares it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d). Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of ALCY Securities entitled to vote or 10% or more of the total value of shares of all classes of ALCY Securities for U.S. federal income tax purposes, and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A U.S. Shareholder’s earnings and profits amount with respect to its Public Shares is the net positive earnings and profits of the corporation (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the Public Shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such Public Shares.

Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a U.S. Shareholder will be required to include in income as a deemed dividend the earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its Public Shares as a result of the Domestication. Any such U.S. Shareholder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. See “— Passive Foreign Investment Company Status” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non- Electing Shareholder (as defined below) under the proposed Treasury regulations under Section 1291(f) of the Code.

A U.S. Holder that on the day of the Domestication beneficially owns (directly, indirectly or constructively) Public Shares with a fair market value of $50,000 or more but less than (i) ten percent (10%) of the total combined voting power of all classes of ALCY stock entitled to vote and (ii) ten percent (10%) of the total value of shares of all classes of ALCY stock must either recognize gain with respect to the Domestication or, in the alternative, elect to recognize the “all earnings and profits” amount, in each case as described below.

Unless a U.S. Holder makes the “all earnings and profits election” as described below, such holder generally must recognize gain (but not loss) with respect to Pubco Class A Common Stock received in exchange for its Public Shares pursuant to the Domestication. Any such gain would be equal to the excess of the fair market value of such Pubco Class A Common Stock received over the U.S. Holder’s adjusted tax basis in the Public Shares surrendered in exchange therefor. Subject to the PFIC rules discussed below, such gain would be capital gain, and should be long-term capital gain if the U.S. Holder held the Public Shares for longer than one year.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the earnings and profits amount attributable to its Public Shares under Section 367(b). There are, however, strict conditions for making this election, as enumerated in the Treasury regulations.

U.S. Holders are strongly urged to consult with their own tax advisors regarding whether to make this election and if the election is determined to be advisable, the appropriate filing requirements with respect to this election. See “— Passive Foreign Investment Company Status” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non-Electing Shareholder (as defined below) under the proposed Treasury regulations under Section 1291(f) of the Code.

A U.S. Holder (who is not a U.S. Shareholder) that beneficially owns (directly, indirectly or constructively) Public Shares with a fair market value of less than $50,000 would not be required to recognize any gain or loss or include any part of the earnings and profits amount in income under Section 367(b) of the Code in connection with the Domestication, for federal income tax purposes.

If the Domestication Does Not Qualify as a Reorganization

If the Domestication fails to qualify as a Reorganization, and subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Status,” a U.S. Holder that exchanges its ALCY Securities for Pubco Securities in the Domestication generally will recognize gain or loss equal to the difference between (i) fair market value of the Pubco Securities received and (ii) the U.S. Holder’s adjusted tax basis in the ALCY Securities exchanged therefor. A U.S. Holder’s aggregate tax basis in the Pubco Securities received will be the fair market value of the Pubco Securities on the date of the Domestication. The U.S. Holder’s holding period for the Pubco Securities received pursuant to the Domestication will begin on the day after the date of the Domestication.

Such gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the ALCY Securities exceeds one year at the time of the Domestication. Long-term capital gains recognized by non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. The deductibility

of capital losses is subject to limitations under the Code. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss.

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of ALCY Securities for Pubco Securities pursuant to the Domestication, the qualification of the Domestication as a Reorganization, and the application of Section 367(b) to the Domestication.

Pursuant to the Current M&A, a Public Shareholder may request that ALCY redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [·], Eastern Time, on [·] (up to two business days prior to the initially scheduled vote on the Business Combination Proposal) in order for their Public Shares to be redeemed.

Therefore, the election to exercise Redemption Rights occurs prior to the Domestication, but the Redemption might be with respect to the Pubco Class A Common Stock that an electing Public Shareholder holds after the Domestication. For the purposes of the Current M&A, the exercise of Redemption Rights will be treated as an election to have such Public Shares redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly. Immediately following the Domestication and the consummation of the Proposed Transaction, Pubco will satisfy the exercise of Redemption Rights by redeeming the corresponding Pubco Class A Common Stock issued to the Public Shareholders that validly exercised their Redemption Rights.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. Holders of ALCY Units must elect to separate ALCY Units held by them into the underlying Public Shares and Public Warrants prior to exercising their Redemption Rights with respect to the Public Shares. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its Redemption Rights to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers the certificates for its shares (if any) along with the Redemption forms to the Transfer Agent, ALCY will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the Trust Account and not previously released to ALCY to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[·] per issued and outstanding Public Share. If a Public Shareholder exercises its Redemption Rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or tendered or delivered electronically. Public Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. In the event the Proposed Transaction is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

An ALCY shareholder may withdraw a request for Redemption until the redemption deadline and, following this deadline, with ALCY’s consent up until the Closing. Furthermore, if a holder of a Public Share tenders or delivers its share certificates (if any) along with the Redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that ALCY permit the withdrawal of the Redemption request and instruct the Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s Public Shares have been tendered or delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the scheduled vote at the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without ALCY’s prior

consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without ALCY’s prior consent.

The closing price of Public Shares on [*], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, was $[*]. As of the Record Date, funds in the Trust Account totaled $[·] and were held in an interest-bearing bank deposit account.

Prior to exercising Redemption Rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their Redemption Rights if the market price per share is higher than the Redemption Price. ALCY cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.